HomeMy WebLinkAboutAgreement A-22-479 Second Amendment to Agreement with Geil.pdf Agreement No. 22-479
1 AMENDMENT NO. 2 TO SERVICE AGREEMENT
2 This Amendment No. 2 to Service Agreement A-18-652 ("Amendment No. 2") is dated
3 October 25, 2022 and is between Geil Enterprises, Inc., dba Valley Security & Alarm, a
4 California corporation whose address is 1945 N. Helm Avenue, Suite 102, Fresno, California
5 93727 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
6 ("County").
7 Recitals
8 A. On November 6, 2018, the County and the Contractor entered into an agreement for
9 Alarm System — Maintenance, Repair, Inspection, and Monitoring services for intrusion alarm
10 system, which is County agreement number A-18-652 ("Agreement").
11 B. The Agreement had an initial term of three (3) years, which may be extended for two (2)
12 additional one (1) year periods, upon the written approval of both parties. The County and
13 Contractor agreed to extend the Agreement for an additional one (1) year period, to expire on
14 November 6, 2022. By way of this Amendment No. 2, the County and Contractor now wish to
15 and agree to extend the Agreement for the second additional one (1) period, to expire on
16 November 6, 2023. On October 19, 2021, the County and Contractor entered into First
17 Amendment to Agreement, which is Agreement No. 21-426, to increase the maximum
18 compensation and extend the Agreement by one year due to an unforeseen volume of intrusion
19 alarm requests for repairs and new installations of new systems. The County's demand for
20 these services has since continued to increase for new repairs and new installations of new
21 systems. The County and the Contractor now desire to amend the Agreement to increase the
22 total compensation under the Agreement.
23 C. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
24 which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows:
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26 1. This Amendment No. 2 shall serve as a one-year extension of the Agreement through
27 November 5, 2023, in accordance with the Agreement.
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1 2. The paragraphs of Section V. COMPENSATION/INVOICING of the Agreement located
2 at page 4, lines 6 through 23, are deleted in their entirety and replaced with the following:
3 "In no event shall compensation for services performed under this Agreement for
4 the potential five (5) year term exceed four hundred thousand dollars ($400,000).
5 It is understood that all expenses incidental to Contractor's performance of
6 services under this Agreement shall be borne by Contractor.
7 Contractor shall invoice County for inspection and maintenance services
8 individually by facility upon completion of each service at each facility. Contractor
9 shall submit invoices, via email, to
10 ISDSecurityDivisioninvoices@fresnocountyca.gov. The terms of payment under
11 this Agreement shall be Net-forty-five (45) days commencing upon the receipt of
12 an approved invoice by the County."
13 3. Section XVI ENTIRE CONTRACT, page 9 line 24 through page 10, line 2, of the
14 Agreement is deleted and replaced with the following
15 "This Agreement constitutes the entire agreement between the Contractor and County
16 with respect to the subject matter hereof, and supersedes all previous Agreement
17 negotiations, proposals, commitments, writings, advertisements, publications, and
18 understandings of any nature whatsoever unless expressly included in this Agreement.
19 In the event of any inconsistency in interpreting the documents comprising this
20 Agreement, the inconsistency shall be resolved by giving precedence in the following
21 order of priority: (1) the text of this Amendment No. 2; (2) the text of the First
22 Amendment to the Agreement (which is Agreement No. 21-426); (3) the text of the
23 Agreement (excluding Attachments "A" and "B"); (3) Attachment "A" to the Agreement
24 (the RFQ); and (4)Attachment "B" to the Agreement (the Response to the RFQ).
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26 4. When both parties have signed this Amendment No. 2, the Agreement, First Amendment
27 to Agreement (Agreement No. 21-426), and this Amendment No. 2 together constitute the
28 Agreement.
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1 5. The Contractor represents and warrants to the County that:
2 a. The Contractor is duly authorized and empowered to sign and perform its obligations
3 under this Amendment No. 2.
4 b. The individual signing this Amendment No. 2 on behalf of the Contractor is duly
5 authorized to do so and his or her signature on this Amendment No. 2 legally binds
6 the Contractor to the terms of this Amendment No. 2.
7 6. The parties agree that this Amendment No. 2 may be executed by electronic signature
8 as provided in this section.
9 a. An "electronic signature" means any symbol or process intended by an individual
10 signing this Amendment to represent their signature, including but not limited to (1) a
11 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
12 electronically scanned and transmitted (for example by PDF document) version of an
13 original handwritten signature.
14 b. Each electronic signature affixed or attached to this Amendment No. 2 (1) is deemed
15 equivalent to a valid original handwritten signature of the person signing this
16 Amendment No. 2 for all purposes, including but not limited to evidentiary proof in
17 any administrative or judicial proceeding, and (2) has the same force and effect as
18 the valid original handwritten signature of that person.
19 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
20 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part
21 2, Title 2.5, beginning with section 1633.1).
22 d. Each party using a digital signature represents that it has undertaken and satisfied
23 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
24 through (5), and agrees that each other party may rely upon that representation.
25 e. This Amendment No. 2 is not conditioned upon the parties conducting the
26 transactions under it by electronic means and either party may sign this Amendment
27 No. 2 with an original handwritten signature.
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1 7. This Amendment No. 2 may be signed in counterparts, each of which is an original, and
2 all of which together constitute this Amendment No. 2.
3 8. The Agreement as amended by this Amendment No. 2 is ratified and continued. All
4 provisions of the Agreement and not amended by this Amendment No. 2 remain in full force and
5 effect.
6 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Amendment No. 2 on the date stated in the introductory
2 clause.
3
CONTRACTOR COUNTY OFFRESNO
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5 f�
6 Roy Hernandez, President Brian Pacheco, Chairman of the Board of
Supervisors of the County of Fresno
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1945 N. Helm Ave, Suite 102 Attest:
8 Fresno, CA 93727 Bernice E. Seidel
Clerk of the Board of Supervisors
9 County of Fresno, State of California
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11 Deputy
12 For accounting use only:
13 Org No.: 8970
Account No.: 7205
14 Fund No.: 1035
Subclass No.: 10000
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